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Long-term Debt | 9 Months Ended
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Sep. 30, 2024
Debt Disclosure [Abstract] |
Long-term Debt | Long-term Debt Long-term debt consists of the following as of the dates presented (in thousands):
| September 30, |  | December 31,
| 2024 |  | 2023
Surplus note | $ | 2,941 |  |  | $ | 4,044 |
5.625% Senior unsecured notes | 100,000 |  |  | 100,000 |
Total principal amount | 102,941 |  |  | 104,044 |
Less: unamortized debt issuance costs | (1,507) |  |  | (2,038) |
Total long-term debt, net | $ | 101,434 |  |  | $ | 102,006 |
Surplus Note On November 9, 2006, UPCIC entered into a $25.0 million surplus note with the State Board of Administration of Florida (the “SBA”) under Florida’s Insurance Capital Build-Up Incentive Program (the “ICBUI”). The surplus note has a 20-year term and accrues interest, adjusted quarterly based on the 10-year Constant Maturity Treasury Index. The carrying amount of the surplus note is included in the statutory capital and surplus of UPCIC. UPCIC was in compliance with the terms of the surplus note as of September 30, 2024. Senior Unsecured Notes On November 23, 2021, the Company entered into Note Purchase Agreements with certain institutional accredited investors and qualified institutional buyers pursuant to which the Company issued and sold $100.0 million of 5.625% Senior Unsecured Notes due 2026 (the “Notes”). The Note Purchase Agreements contain certain customary representations, warranties and covenants made by the Company. The Notes were offered and sold by the Company in a private placement transaction in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. On March 24, 2022, the Registration Statement registering the exchange of Notes for registered Notes was declared effective by the Securities and Exchange Commission, and all of the Notes have since been exchanged for registered Notes with identical financial terms. The Notes are senior unsecured debt obligations that bear interest at the rate of 5.625% per annum, payable semi-annually in arrears on May 30 th and November 30 th of each year, beginning on May 30, 2022. The Notes are subject to adjustment from time to time in the event of a downgrade or subsequent upgrade of the rating assigned to the Notes. The Notes mature on November 30, 2026 at which time the entire $100.0 million of principal is due and payable. At any time on or after November 30, 2023, the Company may redeem all or part of the Notes at redemption prices (expressed as percentages of the principal amount) equal to (i) 102.81250% for the twelve-month period beginning on November 30, 2023; (ii) 101.40625% for the twelve-month period beginning on November 30, 2024 and (iii) 100.0% at any time thereafter, plus accrued and unpaid interest up to, but not including the redemption date. The indenture governing the Notes contains financial covenants, terms, events of default and related cure provisions that are customary in agreements used in connection with similar transactions. As of September 30, 2024, the Company was in compliance with all applicable covenants, including financial covenants. The Notes are unsecured senior obligations of the Company, are not obligations of, and are not guaranteed by, any subsidiary of the Company. The Notes rank equally in right of payment to the Unsecured Revolving Loan described below. Unsecured Revolving Loan On May 31, 2024, the Company entered into a committed and unsecured $50.0 million revolving credit line with JP Morgan Chase Bank, N.A. This agreement succeeded the previous $40.0 million revolving credit line with J.P. Morgan Chase, N.A., entered into on June 30, 2023. As of September 30, 2024, the Company has not borrowed any amount under this revolving loan. The Company must pay an annual commitment of 0.50% of the unused portion of the commitment. Borrowings mature on May 30, 2025, 364 days after the inception date and carry an interest rate of prime rate plus a margin of 2%. The credit line is subject to annual renewals. The credit line contains customary financial and other covenants, with which the Company is in compliance. Interest Expense The following table provides interest expense related to long-term debt during the periods presented (in thousands):
|  | Three Months Ended September 30, |  | Nine Months Ended September 30, |  |
|  | 2024 |  | 2023 |  | 2024 |  | 2023 |  |
Interest Expense: |  |  |  |  |  |  |  |  |  |
Surplus note |  | $ | 36 |  |  | $ | 47 |  |  | $ | 114 |  |  | $ | 146 |  |  |
5.625% Senior unsecured notes |  | 1,406 |  |  | 1,407 |  |  | 4,219 |  |  | 4,219 |  |  |
Non-cash expense (1) |  | 177 |  |  | 177 |  |  | 531 |  |  | 531 |  |  |
Total |  | $ | 1,619 |  |  | $ | 1,631 |  |  | $ | 4,864 |  |  | $ | 4,896 |  |  |
(1) Represents amortization of debt issuance costs.

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